The Members of
INTEGRATED THERMOPLASTICS LIMITED
We hereby present the 23rd Annual Report and the Audited FinancialStatements for the Financial Year ended 31st March 2017.
1. FINANCIAL RESULTS:
| || ||Amount (Rs) |
|PARTICULARS ||FY 2016-17 ||FY 2015-16 |
|Revenue from Operations ||461405634.00 ||616927988.00 |
|Other Income ||931448.00 ||951075.00 |
|Total Revenue ||462337082.00 ||617879063.00 |
|Total Expenses ||480103917.00 ||622048989.00 |
|Profit/(Loss) Before Tax ||(17766835.00) ||(4169926.00) |
|Less: Current Tax ||1332473.00 ||2273191.00 |
|Add: Deferred Tax Asset ||6717091.00 ||3316102.00 |
|Add: Transfer from Reserve ||- ||- |
|Net Profit/(loss) ||(12382217.00) ||(3127015.00) |
REVIEW OF OPERATIONS:
During the year under review the company has made a revenue of Rs.461405634/- fromoperations and Rs.931448/- from other Income aggregating to Rs.462337082/- and posteda Net Loss of Rs. 12382217/- for the financial year 2016-17.
MANAGMENT DISCUSSION AND ANALYSIS:
INDUSTRY STRUCTURE AND DEVELOPMENTS:
Industry has been comfortable in the past few years and has been able to enlarge itsareas of supplies to priority sector like rural water supply schemes and housing taken upby different state governments and local authorities.
OPPORTUNITIES AND THREATS:
The company has been able to establish itself in the PVC market in south India. Thecompany is making every effort to work closely with the major players in the domesticindustry to realize better sales. The company also sees a stronger demand for its productsin the years to come.
SEGMENT WISE AND PRODUCT WISE PERFORMANCE:
Since The company does not operate in differenct sectors the segment wise performanceof the financials is not applicable.
The outlook for the company's products appears to be better.
RISKS AND CONCERNS:
There is stiff competition for the Company's products in the market. However byimplementing cost control methods your company is confident of overcoming the possiblerisks and concerns.
METERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT INCLUDING NUMBEROF PEOPLE EMPLOYED
No new employees have been employed during the year under review. the company has notmade significant development in human resources
As the company incurred loss during the financial year 2016-17 your Board has notrecommended any dividend.
BOARD OF DIRECTORS:
As per the provisions of section 152 of the Companies Act 2013 Mrs. Aravinda RaniVemuri who retires by rotation at the ensuing Annual General Meeting and being eligibleoffer herself for reappointment.Theboard recommends her re appointment.
Five (05) meetings of the Board of Directors were held during the financial year andthe details are given in paragraph 2 (d) of Corporate Governance report attached to thisAnnual Report.
EXTRACT OF ANNUAL RETURN:
Pursuant to section 92(3) of the Companies Act 2013 (the Act') and rule 12(1) ofthe Companies (Management and Administration) Rules 2014 extract of annual return inform MGT-9 is enclosed as Annexure 1.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
During the year the company has not granted any Loans or given any Guarantees or madeany Investments covered under the provisions of Section 186 of the Companies Act 2013.
RELATED PARTY TRANSACTIONS:
All transactions entered in to with related parties as defined under the Companies Act2013 and regulation 23 of SEBI (LODR) Regulations 2015 during the financial year were inthe ordinary course of business and on an arm's length pricing basis. There were nomaterially significant transactions with related parties during the financial year whichwere in conflict with the interest of the company. Suitable disclosure as required by theAccounting Standards (AS18) has been made in the notes to the financial statements. Thedetails of related party transactions entered is enclosed as Annexure-II.
CORPORATE SOCIAL RESPONSIBILITY:
In terms of Section 135 of the companies Act 2013 every company having net worth ofrupees five hundred crore or more or turnover of rupees one thousand crore or more or anet profit of rupees five crore or more during any of the three immediately precedingfinancial years shall constitute CSR committee and formulate a Corporate SocialResponsibility (CSR) Policy. Since the company does not fall under the said criteriaduring any of the three immediately preceding financial years the provisions of Sec 135of the Companies Act 2013 Schedule VII and the rules made thereafter are not applicableto the company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Details of Energy Conservation Research & Development Technology AbsorptionForeign Exchange Earnings and Outgo as required as per section 134(3)(m) of the CompaniesAct 2013 are given in Annexure - III to the Directors Report.
PARTICULARS OF EMPLOYEES:
The Company has not employed any individual whose remunaration exceeds the limitsprescribed under the provisions of section 197 of the companies act 2013 read with therule 5(2) of the companies (appointment and remunaration of managerial personnel) Rules2014.
The term of M/s L.B. Reddy & Co. Chartered Accountants Hyderabad have come toend in the ensuing Annual General Meeting. M/s. Deva & Co. Chartered AccountantsHyderabad have give their consent to act as Statutory Auditors of the company for a periodof five years from the conclusion of 23rd Annual General Meeting till the conclusion of28th Annual General Meeting. The Board recommends the appointment of M/s. Deva & Co.Chartered Accountants Hyderabad as a Statutory Auditor of the Company.
Pursuant to Section 138 of the Companies Act 2013 the Board in its meeting held on02.09.2016 has appointed M/s. Primespace Management Consulting LLP Hyderabad as InternalAuditors of the Company for the financial Year 2016-17.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s SGP & Associates Company Secretaries a firm of Company Secretaries inPractice to undertake the Secretarial Audit of the Company and the Report on theSecretarial Audit for the financial year 2016-17 is enclosed herewith as Annexure-IV
DETAILS OF FRAUDS REPORTED BY AUDITORS U/S 143:
The Auditors have not reported any frauds pursuant to Sec.143 (12) of the CompaniesAct 2013. Hence the information to be provided pursuant to Section 134 (3) (ca) of theCompanies Act 2013 may be treated as NIL.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Charter. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies of the Company and its subsidiaries. Based on the report ofinternal audit function process owners undertake corrective action in their respectiveareas and thereby strengthen the controls. Significant audit observations and correctiveactions thereon are presented to the Audit Committee of the Board.
As a listed company necessary measures have been taken to comply with the SEBI (LODR)Regulations 2015. A report on Corporate Governance along with a certificate ofcompliance from the Auditors forms part of this Report as Annexure-V.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
Pursuant to section 134 (3) (d) of the Companies Act 2013 a statement shall be madeon declaration given by Independent Directors under sec 149 (6) of the companies Act 2013in the Board report. The Board has received declarations from the Independent Directorsas required under Sec 149 (7) of the Companies Act 2013 stating the fulfillment ofcriteria mentioned in the sub section (6) of Sec 149 of the Companies Act 2013 and therules made thereunder.
NOMINATION AND REMUNERATION POLICY CRITERIA FOR SELECTION AND REMUNERATION OFDIRECTORS KMP AND EMPLOYEES:
The Nomination and Remuneration Committee of the Board comprises two IndependentNon-Executive Directors namely Mr. S. Chand Basha Mr. A. Sreenivasulu Reddy and oneNon-Independent Non-Executive Director namely Mrs. Aravinda Rani Vemuri. The key featuresof the Nomination and Remuneration Policy as framed by the Nomination and RemunerationCommittee of the company are set out below:
Selection criteria for Directors:
The Company shall consider the following aspects while appointing a person as aDirector on the Board of the Company:
Skills and Experience: The candidate shall have appropriate skills and experiencein one or more fields of finance law management sales marketing administrationpublic administrative services research corporate governance technical operations orany other discipline related to the Company's business.
Age Limit: The candidate should have completed the age of twenty-one (21) years andshould not have attained the age of seventy (70) years for appointment as ManagingDirector or Whole Time Director.
Conflict of Interest: The candidate should not hold Directorship in any competitorcompany and should not have any conflict of interest with the Company.
Directorship: The number of companies in which the candidate holds Directorshipshould not exceed the number prescribed under the Act.
Independence: The candidate proposed to be appointed as Independent Directorshould not have any direct or indirect material pecuniary relationship with the Companyand must satisfy the requirements imposed under the Act.
The policy provides that while appointing a Director to the Board due considerationwill be given to approvals of the Board and/ or shareholders of the Company in accordancewith the Act.
Remuneration for Directors KMP and other Employees
The policy provides that the remuneration of Directors KMP and other employees shallbe based on the following key principles: " Pay for performance: Remuneration ofExecutive Directors KMP and other employees is a balance between fixed and incentive payreflecting short and long term performance objectives appropriate to the working of theCompany and its goal. The remuneration of Non- Executive Directors shall be decided by theBoard based on the profits of the Company and industry benchmarks.
" Balanced rewards to create sustainable value: The level and composition ofremuneration is reasonable and sufficient to attract retain and motivate the Directorsand employees of the Company and encourage behavior that is aligned to sustainable valuecreation.
" Competitive compensation: Total target compensation and benefits are comparableto peer companies in the industry and commensurate to the qualifications and experience ofthe concerned individual.
" Business Ethics: Strong governance processes and stringent risk managementpolicies are adhered to in order to safeguard our stakeholders' interest.
REPLIES TO THE QUALIFICATIONS OF THE AUDITORS UNDER 134 (3) (f):
The replies of Boad of Directors to the qualification of Statutory and SecreterialAudit Reports are given as Annexure-VI to this report.
TRANSFER TO RESERVES
During the financial year under review no amount has been transferred to the reserves.
MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THEDATE OF THE REPORT AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no material changes from the end of the financial year till the date of thisreport affecting the financial position of the Company.
DETAILS OF DEPOSITS UNDER CHAPTER V:
The company has not accepted deposits from the members/public falling within themeaning of section 73 and/or Sec 76 of the companies Act 2013 and the companies(Acceptance of Deposits) Rule2014. Accordingly furnishing of the details of depositswhich are not in compliance with the requirements of Chapter V of the Companies Act 2013does not arise.
FORMAL ANNUAL EAVALUATION MADE BY THE BOARD OF ITS OWN PERFORMANCE AND OF ITSCOMMITTEES AND INDIVIDUAL DIRECTORS:
Keeping in view the various provisions of the Companies Act 2013 and SEBI (LODR)regulations 2015 dealing with powers duties and functions of the Board of the Companyyour Company has adopted criteria for evaluating the performance of its Board Committeesand other said criteria contemplates evaluation of Directors including IndependentDirectors applicable from the financial year 2016-17. The Directors based on theirperformance as directors apart from their specific role as independent nonexecutive andexecutive directors as mentioned below:
a . Executive Directors being evaluated as Directors as mentioned above will also beevaluated on the basis of targets/Criteria given to executive Directors by the board fromtime to time as well as per their terms of appointment.
b. Independent Directors being evaluated as a Director will also be evaluated onmeeting their obligations connected with their independence criteria as well as adherencewith the requirements of professional conduct roles functions and duties specificallyapplicable to Independent Directors as contained in Schedule IV to the Companies Act2013.
The criteria also specifies that the Board would evaluate each committees performancebased on the mandate on which the committee has been constituted and the contributionsmade by each member of the said committee in effective discharge of the responsibilitiesof the said committee. The Board of Directors of your company has made annual evaluationof its performance its committees and directors for the financial year 2016-17 based onafore stated criteria.
The Audit Committee comprises three members namely Sri. A. Sreenivasulu Reddy (Non-Executive Independent director) and Sri. S. Chand Basha (Non- executive Independentdirector) and Sri. Suresh Kumar Shastry Vemuri (Executive Promoter Director). All therecommendations made by the Audit Committee were accepted by the Board.
The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of SEBI (LODR) Regulations 2015 includes vigilance and Ethics officer seniorexecutive of the Company. Protected disclosures can be made by a whistle blower through ane-mail or dedicated telephone line or a letter to the officer or to the Chairman of theAudit Committee.
Details partaining to the remuneration as required under section 197 (12) of thecompanies Act 2013 read with rule 5 (1) of the company (appointment and remunartion ofmanagerial personnel) Rules 2014.
The percentage increase in remunnetaion of each director Chief Financial Officer andCompany Secretary during the financial year 2016-17 and ratio of the remuneration of eachdirector to the median remuneration of the empoyees of the company for the finacial year2016-17 are as under.
|Sl.No. ||Name & Director/KMP and Designation ||Remuneration of Director/KMP for Financial Year 2016-17 ||% Increase in Remuneration in the Financial Year 2016-17 ||Ratio of Remuneration of each Director/to Median remuneration of employees |
|1. ||Mr. Suresh Kumar Shastry Vemuri Whole Time Director ||Nil ||Not Applicable ||Not Applicable |
|2. ||Mr. A. Sreenivasulu Reddy Non-Executive Independent Director ||Nil ||-do- ||-do- |
|3. ||Mr. S. Chand Basha Non- Executive Independent Director ||Nil ||-do- ||-do- |
|4. ||Mrs. Aravinda Rani Vemuri Non- Executive Independent Director ||Nil ||-do- ||-do- |
As the Comapnyis not paying any remuneration to the directors/KMP's the mediumremuneration of employees of the company is not relevence for comparision.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the financial yearunder review:
1. Details relating to deposits covered under Chapter - V of the Act.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of Employee stock option Scheme.
4. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
5. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.
6. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
Your Directors further state that during the financial year under review there were nocases filed pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Sec 134(3)(c) of the Companies Act 2013 the Board ofDirectors of your Company hereby certifies and confirms that:
a. In the preparation of the Annual Accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures.
b. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe loss of the Company for that year;
c. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the Assets of the Company and for preventing and detecting fraud and otherirregularities;
d. The Directors have prepared the Annual accounts on a going concern basis.
e. The directors in the case of listed company has laid down internal financialcontrol to be followed by the company and that such internal financial control or adequateand operating effectively;
f. The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
Your Directors gratefully acknowledge the support and co-operation extended by all theshareholders customers bankers mutual funds share brokers to your company during theyear and look forward to their continued support
Your Directors also place on record their appreciation of the dedication and commitmentdisplayed by the employees of the company
| || |
//By Order of the Board//
| || |
For INTEGRATED THERMOPLASTICS LIMITED
| ||Sd/- ||Sd/- |
| ||SHAIK CHAND BASHA ||SURE SHKUMAR SHAHSTRY VEMURI |
| ||DIRECTOR ||WHOLE TIME DIRECTOR |
| ||(DIN: 01242030) ||(DIN: 01788268) |
|Place: Hyderabad. || || |
|Date : 02.09.2017 || || |
ENERGY CONSERVATION TECHNOLOGY ABSORPTION
Statement pursuant to as per section 134(3)(m) of the Companies Act 2013 read andrelevant rules of the companies act 2013.
1. Energy Conservation measures taken.
The company is upgrading some of its electrical systems to bring itself up to date withthe new hardware available for its motor driven machines.
|2. Additional Investments and proposals if any implemented for reduction of consumption of energy. ||NIL |
|3. Impact of the measures at (1) and (2) above for reduction of energy consumption and consequent impact of the cost of production of goods. || |
| ||Current Year ||Previous Year |
| ||2016-2017 ||2015-2016 |
|A. Power & Fuel Consumption || || |
|1. Electricity || || |
|a. Purchased Units(Nos) ||3149145 ||3129768 |
|Total Amount (Rs.) ||15211013 ||14442910 |
|Cost/Unit (Rs.) ||4.83 ||4.61 |
|b. Own Generation || || |
|i. Through diesel generator Units ||- ||- |
|Total Amount (Rs.) ||- ||- |
|Cost/Unit (Rs.) ||- ||- |
|ii. Through steam turbing/ generator Units ||- ||- |
|Total Amount ||- ||- |
|Cost/Unit ||- ||- |
|2 . Furnace Oil || || |
|Quantity Tonnes ||- ||- |
|Total Amount ||- ||- |
|Average ||- ||- |
|3. Others/Internal Generation ||- ||- |
|Total Amount ||- ||- |
|B . Consumption per unit of production Standards (if any) || || |
|Electricity per deca pair (Units) ||- ||- |
|Furnace oil/unit ||- ||- |
RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO
| ||Current Year ||Previous Year |
| ||2016-2017 ||2015-2016 |
| ||(Rs. in Lakhs) ||(Rs. in Lakhs) |
|Research and Development (R&D) || |
|Technology Absorption ||- ||- |
|Adaptation and Innovation ||- ||- |
|Foreign Exchange Earnings and outgo: ||- ||- |